Telenor ASA (Exact name of Registrant as specified in its charter)

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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 20-F n n REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission file number: Telenor ASA (Exact name of Registrant as specified in its charter) Norway (Jurisdiction of incorporation or organization) Snarøyveien 30, N-1331 Fornebu, Norway (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Ordinary Shares, nominal value NOK 6.00 per share Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each of the issuer s classes of capital or common stock as of December 31, 2002: 1,775,323,000 Ordinary Shares, nominal value NOK 6.00 per share. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 X

2 TABLE OF CONTENTS Presentation of Financial and Other Information ********************************************** 3 Cautionary Statement Regarding Forward-looking Statements *********************************** 3 PART I Item 1: Identity of Directors, Senior Management and Advisers****************************** 4 Item 2: Offer Statistics and Expected Timetable******************************************* 4 Item 3: Key Information ************************************************************** 4 Item 4: Information on the Company**************************************************** 14 Item 5: Operating and Financial Review and Prospects ************************************* 78 Item 6: Directors, Senior Management and Employees ************************************* 134 Item 7: Major Shareholders and Related Party Transactions ********************************* 144 Item 8: Financial Information********************************************************** 146 Item 9: The Offer and Listing ********************************************************* 147 Item 10: Additional Information********************************************************* 148 Item 11: Quantitative and Qualitative Disclosures About Market Risk ************************** 158 Item 12: Description of Securities other than Equity Securities ******************************* 160 PART II Item 13: Defaults, Dividend Arrearages and Delinquencies *********************************** 160 Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds *********** 160 Item 15: Controls and Procedures ******************************************************* 160 PART III Item 17: Financial Statements ********************************************************** 161 Item 18: Financial Statements ********************************************************** 161 Item 19: Exhibits********************************************************************* 161 Page 2

3 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Telenor publishes its financial statements in Norwegian Kroner ( NOK ). Unless otherwise indicated, all amounts in this annual report are expressed in Norwegian Kroner. In connection with Telenor s international operations, certain amounts denominated in foreign currencies have been translated into Norwegian Kroner, in accordance with Telenor s accounting principles as described in our consolidated financial statements that form part of this report under the heading Summary of Significant Accounting Principles Foreign currency transactions and Foreign currency translation and hedge accounting for net investments except where otherwise noted. These translations should not be construed as representations that the amounts referred to actually represent such translated amounts or could be converted into the translated currency at the rate indicated. Telenor s annual audited consolidated financial statements are prepared in accordance with Norwegian GAAP, which differ in certain respects from U.S. GAAP. For a reconciliation of the material differences between Norwegian and U.S. GAAP as they relate to Telenor, see note 31 to our consolidated financial statements. As used in this annual report, the terms Telenor, we or us, unless the context otherwise requires, refer to Telenor ASA and its consolidated subsidiaries. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that involve risks and uncertainties. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of Telenor. In this annual report, such forward-looking statements include, without limitation, statements relating to (1) the implementation of strategic initiatives, (2) the development of revenues overall and within specific business areas, (3) the development of operating expenses, (4) the development of personnel expenses, (5) expenses incurred in the development of associated companies, (6) the anticipated level of capital expenditures and associated depreciation and amortization expense, and (7) other statements relating to Telenor s future business development and economic performance. The words anticipate, believe, expect, estimate, intend, plan and similar expressions identify certain of these forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements because actual events and results may differ materially from the expected results described by such forward-looking statements. Many factors may influence Telenor s actual results and cause them to differ materially from expected results as described in forward-looking statements. These factors include the following: ) the level of demand for our services, particularly with regard to mobile communications services, fixed telephony, Internet and IP-based communications services, pay television services, and other newer products and services; ) actions of our competitors; ) regulatory developments, including changes to our permitted tariffs, the terms of access to our network, the terms of interconnection and other issues; and ) the success of our international investments and expansion programs. Telenor disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise. 3

4 PART I ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3: KEY INFORMATION SELECTED CONSOLIDATED FINANCIAL AND STATISTICAL DATA SUMMARY The following tables set forth summary consolidated financial and statistical data of Telenor. They should be read together with Item 5: Operating and Financial Review and Prospects and our consolidated financial statements, including the notes to those financial statements included in this report. Solely for the convenience of the reader, the financial data at and for the twelve months ended December 31, 2002 have been translated into U.S. dollars at the rate of NOK to USD 1.00, the noon buying rate on December 31, Year ended December 31, (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions, except per share amounts) Income Statement Data Norwegian GAAP Revenues******************************* 28,751 32,784 36,530 40,604 48,668 7,015 Gain on disposal of fixed assets and Operations**************************** ,042 5, Total revenues*************************** 28,999 33,567 37,572 46,040 48,826 7,038 Operating expenses ********************** 25,202 29,565 33,943 42,863 49,146 7,084 Operating profit (loss) ******************** 3,797 4,002 3,629 3,177 (320) (46) Share of profit (loss) in associated Companies (1,097) (1,239) (692) 8,237 (2,450) 353 Net income (loss) ************************ 1,710 2,035 1,076 7,079 (4,298) (620) Net income (loss) per share primary (excluding treasury shares) ************** (2.422) (0.349) Net income (loss) per share diluted (excluding treasury shares) ************** (2.422) (0.349) Dividends per share(1)******************** n/a n/a Weighted average number of shares (in millions of shares) primary *********** 1,323 1,400 1,427 1,772 1,775 Weighted average number of shares (in millions of shares) diluted ************ 1,323 1,400 1,427 1,774 1,775 Net income per share from discontinued operations (Telenor Media)(2) ************ Net income per share from continuing operations (excluding Telenor Media)(2) ***

5 Year ended December 31, (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions, except per share amounts) U.S. GAAP Revenues******************************* 28,670 32,716 36,481 40,581 47,879 6,901 Net income from continuing operations (excluding Telenor Media)*************** 1,411 1, ,889 Net income ***************************** 1,578 2,188 1,082 7,004 (3,658) (527) Net income per share from continuing operations (excluding Telenor Media)****** Net income per share cumulative effect on prior years (prior to December 31, 2001) of change in accounting principles ********** Net income per share primary (excluding treasury shares)************************ (2.061) (0.297) Net income per share diluted (excluding treasury shares)************************ (2.061) (0.297) At December 31, (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions) Balance Sheet Data Norwegian GAAP Total fixed assets ************************ 31,783 37,617 80,881 66,095 74,162 10,690 Total current assets*********************** 8,967 10,409 12,804 16,528 15,296 2,205 Total assets ***************************** 40,750 48,026 93,685 82,623 89,458 12,895 Long-term liabilities and provisions ********* 12,288 15,962 42,908 19,646 30,454 4,390 Short-term liabilities********************** 9,708 10,799 12,597 17,294 21,716 3,130 Total liabilities ************************** 21,996 26,761 55,505 36,940 52,170 7,520 Shareholders equity********************** 18,515 20,033 35,474 42,144 33,685 4,856 Minority interests ************************ 239 1,232 2,706 3,539 3, Total equity and liabilities ***************** 40,750 48,026 93,685 82,623 89,458 12,895 U.S. GAAP Total assets ***************************** 43,728 53,787 99,776 90,129 97,511 14,056 Long-term interest-bearing Liabilities ******** 12,403 19,252 46,972 24,758 33,957 4,895 Shareholders equity********************** 19,512 21,035 36,304 42,944 35,799 5,160 5

6 Year ended December 31, (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions) Cash Flow and Operating Data Norwegian GAAP Net cash flow from operating Activities ***** 6,827 7,052 5,915 6,993 12,858 1,853 Net cash flow from investment Activities **** (9,804) (8,887) (47,308) 20,891 (21,727) (3,132) Net cash flow from financing Activities ***** 3,628 2,914 41,558 (24,366) 8,641 1,246 Investments, including capital expenditures(3) 9,428 13,170 50,672 18,846 21,300 3,070 EBITDA(4) **************************** 8,258 9,049 9,563 14,250 13,469 1,942 (1) Dividends in respect of 2002 will be paid in May Per share dividend amounts in respect of years prior to 2000 are not considered meaningful because such dividends reflected our status as wholly-owned by the Kingdom of Norway and occurred prior to the recapitalization effected in connection with our initial public offering in December See Dividends and Dividend Policy below. (2) Discontinued operations consist of the business area Telenor Media. (3) Consists of investments in tangible and intangible fixed assets, long-term investments in shares and capital contributions to satellite organizations. (4) Telenor defines EBITDA as operating profit (loss) before depreciation, amortization and write-downs of tangible and intangible assets. Our operating profit does not include results from associated companies or joint ventures, which are accounted for using the equity method. We believe providing EBITDA enhances an understanding of our operating activities and the performance of the individual units. We believe that EBITDA is also an indicator to demonstrate to what extent operational business activities generate operating cash flows to reduce net debt or to finance investments. We also believe that EBITDA provides investors with a measure of operating results that is unaffected by the financing and accounting effects of acquisitions and capital expenditures, differences in capital structures among otherwise comparable companies or investments in and results from associated companies. EBITDA is not a measurement of financial performance under generally accepted accounting principles. You should not consider EBITDA as an alternative to operating profit, net income or cash flow from operating activities. Since other companies may not calculate EBITDA in the same way, our EBITDA figures are not necessarily comparable with similarly titled figures of other companies. The following shows the calculation of EBITDA: Year ended December 31, (NOK) (NOK) (NOK) (NOK) (NOK) (USD) (in millions) Operating profit (loss) ******************** 3,797 4,002 3,629 3,177 (320) (46) Depreciation, amortization and write-downs*** 4,461 5,047 5,934 11,073 13,789 1,988 EBITDA ******************************* 8,258 9,049 9,563 14,250 13,469 1,942 6

7 Year ended December 31, Other Operating Data Mobile telephony (digital) subscriptions in Norway, period end (000s): Contract ******************************** 944 1,003 1,145 1,210 1,215 Prepaid ********************************* ,027 1,115 Mobile telephony churn rates for contract subscriptions******************************* 13.1% 14.2% 12.7% 12.5% 17.5% Total mobile telephony outgoing minutes in Norway (in millions of minutes): Digital********************************** 1,279 1,801 2,298 2,683 2,986 Analog ********************************* Mobile telephony (digital) subscriptions in Pannon GSM (Hungary), period end (000s): Contract ******************************** 540 Prepaid ********************************* 1,910 Mobile telephony (digital) subscriptions in DiGi.Com (Malaysia), period end (000s): Contract ******************************** Prepaid ********************************* 902 1,519 Mobile telephony (digital) subscriptions in Kyivstar (Ukraine), period end (000s): Contract ******************************** 384 Prepaid ********************************* 1,472 GrameenPhone (Bangladesh), period end (000s): Contract ******************************** Prepaid ********************************* Mobile telephony (digital) subscriptions in Fixed telephony access channels in Norway, period end (000s): Analog (PSTN) ************************** 2,167 1,908 1,680 1,545 1,467 Digital (ISDN) *************************** 755 1,228 1,590 1,766 1,828 Fixed telephony traffic in Norway (in millions of minutes): National calls, excluding Internet traffic******* 12,911 12,371 11,612 10,567 9,457 Internet traffic**************************** 2,059 4,225 5,667 4,974 3,483 International ***************************** Calls to mobile*************************** 967 1,246 1,295 1,412 1,499 Value-added services and directory calls, etc. ** Pay television subscribers in the Nordic region, period end (000s): Cable TV ******************************* Small antenna networks (SMATV) *********** ,086 1,105 1,096 Home satellite dish (DTH)(1) *************** Total *********************************** 1,308 1,624 1,949 2,323 2,405 7

8 Year ended December 31, Internet, period end (000s): Internet access subscriptions and registered users, residential market Norway ********** of which ADSL ******************* Internet access subscription churn rates, residential market Norway**************** 11.7% 14.0% 25.5% 20.0% 20.0% Internet business subscriptions, Norway******* Internet subscriptions, outside Norway and Sweden ******************************* Number of full-time equivalent employees ******** 20,226 21,968 20,150 21,000 22,100 (1) Includes all subscribers of Canal Digital, which we consolidated as a wholly-owned subsidiary starting June 30, DIVIDENDS AND DIVIDEND POLICY Under Norwegian law, dividends may only be paid in respect of a financial period as to which audited financial statements have been approved by the annual general meeting of shareholders, and any proposal to pay a dividend must be recommended by the directors, accepted by the corporate assembly and approved by the shareholders at a general meeting. The shareholders at the annual general meeting may vote to reduce, but may not increase, the dividend proposed by the directors. Dividends may be paid in cash or in kind and are payable only out of distributable reserves, which are calculated from the parent company s balance sheet. Distributable reserves consist of: ) annual profit according to the income statement approved for the preceding financial year, and ) retained profit from previous years, after deduction for uncovered losses, the book value of research and development, goodwill, net deferred tax assets recorded in the balance sheet for the preceding financial year, the aggregate value of treasury shares that we have purchased or been granted security in during preceding financial years and of credit and security given pursuant to sections 8-7 to 8-9 of the Norwegian Public Limited Companies Act, and for any part of our annual profits that would be compatible with good and careful business practice to retain with due regard to any losses which we may have incurred after the last balance sheet date or which we may expect to incur. We cannot distribute any dividends if our equity, according to our balance sheet, amounts to less than 10% of the total assets reflected on our balance sheet without following a creditor notice procedure as required for reducing the share capital. These amounts are calculated on the basis of Telenor ASA s unconsolidated financial statements. The following table shows the aggregate dividends we paid or expect to pay, for each of the past five fiscal years. Total (in millions)(1) Year (NOK) (USD) 1998********************************************************************** ********************************************************************** ********************************************************************** ********************************************************************** (2) ******************************************************************* (1) Dividends are presented in aggregate as comparisons between year 2000 and 2001 per share amounts and those in prior years are not meaningful as dividends declared prior to our initial public offering in December 2000 reflected our status as wholly-owned by the Kingdom of Norway. 8

9 (2) A dividend of NOK 0.45 per share with respect to 2002 was proposed by our board of directors, due for acceptance by the corporate assembly and approval at the annual general meeting on May 8, The dividend, if approved by the general meeting and the corporate assembly, will be paid on May 23, 2003, to the holders of record on May 8, Prior to our initial public offering in 2000, dividends we paid reflected our status as wholly-owned by the Kingdom of Norway and should not be considered indicative of our future dividends. Since our initial public offering in 2000, our stated dividend policy has been that we declare and distribute an annual dividend in an amount equal to 20%-30% of annual net income after taxes. This may be adjusted for the effect of one-time gains or losses. However, the amount of any dividends proposed by the board of directors may vary from year to year at the board s discretion. Our board of directors will take into account the dividend payment practices of major Norwegian companies and other European telecommunications operators. Although we currently intend to pay annual dividends on our ordinary shares, we cannot give you assurance that dividends will be paid or as to the amount of any dividends. Future dividends will depend on a number of factors, including: ) the general business conditions existing at that time; ) our current and expected future financial performance; ) our funding and investment requirements; and ) other factors that our board of directors may consider to be relevant. Because we will only pay dividends in Norwegian Kroner, exchange rate fluctuations will affect the U.S. dollar amounts received by holders of ADSs after the ADR depositary converts cash dividends into U.S. dollars. EXCHANGE RATES The table below shows the average noon buying rates in The City of New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York for Norwegian Kroner per USD The average is computed using the noon buying rate on the last business day of each month during the period indicated. Year ended December 31, Average 1998 ***************************************************************************** ***************************************************************************** ***************************************************************************** ***************************************************************************** ***************************************************************************** The table below shows the high and low noon buying rates for each month during the six months prior to the date of this annual report. November 2002*********************************************************** December *************************************************************** January 2003 ************************************************************* February **************************************************************** March ****************************************************************** April ******************************************************************* On May 5, 2003, the noon buying rate for Norwegian Kroner was USD 1.00 = NOK Low High

10 Fluctuations in the exchange rate between the Norwegian Kroner and the U.S. dollar will affect the U.S. dollar amounts received by holders of ADSs on conversion of dividends, if any, paid in Norwegian Kroner on the ordinary shares and may affect the U.S. dollar price of the ADSs on the NASDAQ National Market. Risks Related to Our Business RISK FACTORS We face increasing competition in the Norwegian telecommunications market which may result in further reductions in tariffs and loss of market share. We are experiencing increasing competition from competing service providers in the Norwegian market for telecommunications services. Generally, the Norwegian regulatory regime poses few barriers to entry for new competitors. In fixed network services, a number of regulatory measures have been introduced that have strengthened and may strengthen the position of our competitors. Pursuant to regulatory requirements, we introduced carrier pre-selection for our customers in November 2000, enabling them to select alternative service providers. In April 2000, we began offering interconnection services for our local access network, or local loop, at cost-oriented prices. Competitors may also use alternative technologies, such as cable or wireless local loop connections, to provide telecommunications services, and in March 2000 the Norwegian regulator awarded licenses to our competitors to provide wireless access services. As from January 1, 2003, we are required to offer unbundled telephony access to resellers. Unbundled telephony access means that subscriptions and traffic may be delivered separately by different operators. In the mobile market, we and our primary competitor are the only remaining Universal Mobile Telecommunications System, or UMTS, license holders for third generation mobile services. It has been decided that two further UMTS licenses, with conditions that likely may be more favorable than ours, will be granted through an auction process during 2003, which may increase the number of operators providing services and open the market to more competition. Currently, several mobile service providers utilize our infrastructure, or that of our primary competitor, and the regulator has required us to reduce the prices we charge to these service providers. Telenor has also recently launched an MVNO (Mobile Virtual Network Operator) offer in the market. Furthermore, pursuant to regulatory requirements, we provide network access to external providers of short messaging services (SMS). As competition continues to intensify, we expect market pressures may require us to reduce tariffs further and we also may lose further market share. This may adversely affect our revenue growth and profit margin, as the effect of lost market share in the retail market is unlikely to be fully offset by providing interconnection services to competing service providers. For additional information on the regulatory requirements to which we are subject, you should read Item 4: Information on the Company Regulation Interconnection and Access, Local Loop Unbundling and Carrier Selection. If we fail to successfully develop and market new mobile communications services, our ability to achieve further revenue growth in mobile communications services in the Norwegian market may be limited. Because of our high market share and the current high penetration rate in Norway for mobile communications, we expect that further revenue growth in mobile communications in the Norwegian market will depend on our ability to successfully develop and market new applications and services or have third parties provide services using our network. Failure to successfully do so may impair our ability to achieve further revenue growth in mobile communications services in the Norwegian market. 10

11 Failure to increase our ownership and thus gain control over companies in which we have minority interests may impede our strategic objectives. As part of our strategy, we continue to intend to expand our ownership interests in, and gain control of, some of our investments in order to exercise a controlling influence over key business decisions, including the approval of strategy and business plans. If we fail to increase our ownership interests and gain control, our cost savings and revenue enhancement from these operations may be limited. In addition, if the other shareholders fail to adequately support these companies, they may not be able to compete effectively and the value of our investment may be impaired. The value of our international operations and investments may be adversely affected by political, economic and legal developments in foreign countries. Some of the countries in which we have operations or in which we have made significant equity investments in telecommunications operators have political, economic and legal systems that are unpredictable. Political or economic upheaval or changes in laws or their application may harm the operations of the companies in which we have invested and impair the value of these investments to us. A significant risk of operating in emerging market countries is that foreign exchange restrictions could be established. This could effectively prevent us from receiving profits from, or from selling our investments in, these countries. Restrictions on foreign ownership in countries in which we have significant operations or investments may also adversely affect the value of these businesses. Increased exposure to currency exchange rate fluctuations may have an adverse effect on our reported earnings and the value of our international operations and investments. An increasing proportion of our revenues and profits are derived from our international mobile operations and investments. Fluctuations in currency exchange rates between the Norwegian Kroner and the currencies, in particular the U.S. dollar, in which our international operations or investments report and operate, could adversely affect our reported earnings and the value of these businesses. We attempt to mitigate the effect of fluctuations in foreign currency exchange rates through foreign currency hedging. However, there can be no assurance that our efforts will be successful. If we or international mobile operators in which we have invested fail to obtain, or fail to enter into agreements to utilize, licenses for third generation mobile services, we may be unable to achieve further revenue growth in mobile communications or to benefit from certain cost reductions related to network improvements in our target markets. Our ability to offer third generation mobile services, either directly or through our international associated companies, depends upon our obtaining UMTS licenses or entering into agreements with operators that have been awarded such licenses in markets in which we are, or intend to be, present. Failure to establish ourselves or our associated companies among the providers of third generation mobile services may limit our ability: ) to achieve further revenue growth in mobile communications, if demand for improved or new services and products, which will work better on UMTS networks, proves to be strong; and/or ) to benefit from the low incremental costs of increases in UMTS network capacity compared to increases in GSM network capacity. Delays in the development of handsets may prevent us from providing UMTS-based services in the near future, while the success of the UMTS technology is still uncertain. The development of UMTS technology is taking longer than anticipated. Handsets are not commercially available so far. Once developed, UMTS technology may not prove superior to existing technologies and may fail to meet commercial acceptance. These delays in supplier and technology performance and the 11

12 uncertainties regarding the commercial success of the new UMTS technology could result in additional expenditures and could have a negative effect on our business, financial condition and results of operations. If the demand for certain communications services we have recently introduced or are developing does not grow strongly, our ability to achieve further revenue growth may be limited. We believe that the markets for certain services we have recently introduced or are developing, including in particular IP-based communications services, have potential for strong growth. If the markets for these services do not grow as we expect, our ability to achieve further revenue growth may be impaired. Furthermore, we may be unable to take advantage of any growth in demand for these services if we fail to develop and market our own services on a timely basis. Continuing rapid changes in technologies could increase competition or require us to make substantial additional investments. The services we offer are technology-intensive. The development of new technologies may render our services non-competitive. We may have to make substantial additional investments in new technologies to remain competitive. New technologies we choose may not prove to be commercially successful. As a result, we could lose customers, fail to attract new customers or incur substantial costs in order to maintain our customer base. In-orbit satellite failure may result in lost revenues in our satellite broadcasting business. The operation of satellites is subject to the risk of in-orbit failure, which could arise from various causes, such as a failure of satellite components, solar or other astronomical events or space debris. It is not feasible to repair satellites in space. The satellites themselves are insured in such cases, but we do not insure against lost revenues in the event of a total or partial loss of the communications capacity of a satellite while in orbit. Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to decreased mobile communications usage. Concern has been expressed that the electromagnetic signals from mobile handsets and base stations and chemical leaking from mobile handsets may pose health risks or interfere with the operation of electronic equipment, including automobile braking and steering systems. Actual or perceived risks of mobile handsets or base stations and related publicity, regulation or litigation could reduce our mobile telephone customer base, make it difficult to find attractive sites for base stations or cause mobile telephone customers to use their mobile phones less. Risks Related to Regulatory Matters Increased regulation and changes in the regulatory environment could adversely affect our business operations in Norway and abroad. Our fixed and mobile telecommunications operations are subject to extensive regulatory requirements in Norway and our international mobile operations and investments, which account for an increasingly significant portion of our revenues, are subject to increasing regulation in their host countries. In particular, we must comply with requirements regulating the licensing, construction and operation of our telecommunications networks and services, and there are governmental authorities which monitor and enforce competition laws applicable to the telecommunications industry. It is difficult for us to predict the precise impact of any proposed or potential changes in regulatory environment or government policies on our operations both abroad and in Norway. If regulators decide to expand or introduce restrictions and obligations applicable to our business operations or to extend them to new services and markets, this could adversely affect our business operations and competitiveness in existing and new markets. 12

13 Existing and new regulatory requirements may impair our flexibility in setting tariff structures, require us to further reduce tariffs, provide advantages to our competitors or provide grounds for legal proceedings against us. We are considered by the Norwegian Post and Telecommunications Authority to have significant market power with regard to both our fixed and our mobile operations in the markets for voice telephony, transmission capacity and interconnection services. As a result, we are subject to specific obligations regarding pricing, accounting and reporting with respect to these services under the Norwegian Telecommunications Act and under our licenses. In particular, we are required to offer these services to our wholesale customers and end users at cost-oriented prices and on non-discriminatory terms. We are also subject to a price cap on fixed public telephony services for both the private market and the business market as well as for leased lines. These requirements may impair our flexibility in setting tariff structures or may require us to further reduce tariffs, which may adversely affect our revenues and net income. In addition, if we are required to reduce interconnection prices or change the terms on which we provide certain services as a result of our obligation to provide cost-oriented pricing and non-discriminatory terms for interconnection and access, our competitors may be at an advantage, depending on the services provided. This regulatory environment also provides the grounds for several legal proceedings brought against us by our competitors and customers, alleging that our failure or delay in providing access to our network on the terms required by law has caused them loss. Our alleged failures and delays include failing to deliver cost-oriented pricing and late implementation of carrier pre-selection. For additional information on these legal proceedings, you should read Item 8: Financial Information Legal Proceedings below. Pending Norwegian and recent EU telecommunications regulation may impair our ability to compete effectively in our existing or new markets. In February 2002, the European Union (EU) adopted a number of directives with the objective of developing a harmonized regulatory framework for electronic communications networks and services throughout the EU. Adoption of a new law on electronic communications implementing the new EU regulatory framework is currently underway in Norway. The impact of the introduction of the new framework is still uncertain, in part because it will depend on the regulators interpretation of the framework. Our ability to compete effectively in our existing or new geographical and product markets could be adversely affected by the regulators decision to extend the scope of the restrictions we are currently subject to, to new services and markets in the face of continuing convergence of information and communications services. You should read Item 4: Information on the Company Regulation Norway Prospects for regulatory developments and European Union regulation The new EU directives for more information on the new regulatory framework. Risks Related to Our Ownership by the Kingdom of Norway We could be influenced by the Kingdom of Norway whose interest may not always be aligned with the interests of our other shareholders. The Kingdom of Norway holds more than a two-thirds majority of our shares. Accordingly, the Kingdom of Norway continues to have the power to determine matters submitted for a vote of shareholders, including electing a majority of the corporate assembly which in turn has the power to elect our board of directors, as well as the power of approval of the annual financial statements, declarations of dividends and capital increases in connection with acquisitions, investments or otherwise. The interests of the Kingdom of Norway in deciding these matters and the factors it considers in exercising its votes could be different from the interests of our other shareholders. 13

14 Risks Related to Our Ordinary Shares and the American Depositary Shares The price of our ordinary shares and ADSs may be volatile and fluctuate significantly due to many factors, including variations in our operating results and changes to the regulatory environment. The trading price of our ordinary shares and ADSs could fluctuate widely in response to factors such as quarterly variations in our operating results, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, announcements of technological or other developments by us or our major customers or competitors, changes to the regulatory environment in which we operate or the actual or expected sale of a large block of shares by the Kingdom of Norway. An ADS holder may not be able to exercise voting rights as readily as an ordinary shareholder. Holders of ADSs may instruct the ADR depositary to vote the ordinary shares underlying the ADSs. However, in order to exercise their voting rights at meetings, holders of ADSs must instruct the ADR depositary to cause the temporary transfer of the underlying ordinary shares so as to register their ownership of such ordinary shares directly in our share register in the VPS (Norwegian Central Securities Depository System) prior to the meeting. In addition, the ADR holder must cause the delivery of such holder s ADSs to a blocked account with The Depository Trust Company for the account of the ADR depositary and notify the ADR depositary that such ADSs are being held in a blocked account. The ADSs must remain in the designated account until the conclusion of the meeting at which such voting rights are to be exercised by the ADR depositary. There is no guarantee that you will receive voting materials in time to instruct the ADR depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote. ITEM 4: INFORMATION ON THE COMPANY THE COMPANY We are the leading telecommunications company in Norway. We also have substantial international operations, particularly in the areas of mobile telephony, satellite operations and pay television services. Telenor ASA is a public limited company organized under the laws of Norway. We were incorporated on July 21, We are subject to the provisions of the Norwegian Act relating to Public Limited Liability Companies. Our principal offices are located at Snarøyveien 30, N-1331 Fornebu, Norway. Telephone number: Our registered agent in the United States is CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York. Telephone Number: (212) OVERVIEW We are the leading telecommunications company in Norway, which is among the most advanced telecommunications markets in the world. Norway has the highest, or one of the highest, penetration rates of mobile phone, fixed line digital telephony, personal computer and Internet usage worldwide. We also have substantial international operations, particularly in the areas of mobile telephony services, satellite operations and pay television services. In 2002, we had consolidated total revenues of NOK 49 billion and a net loss of NOK 4.3 billion. Our predecessors and we have been responsible for telecommunications in Norway since We were established in 1994 as a limited liability company wholly-owned by the Kingdom of Norway. In December 2000, we completed our initial public offering, which reduced the ownership of the Kingdom of Norway to 79%, and our shares were listed on the Oslo Stock Exchange and the NASDAQ National Market. In 1988, the Norwegian government began opening sectors of the telecommunications market to competition and, on January 1, 1998, the market was opened to full competition. Liberalization of the market for telecommunications services in Norway has proceeded generally in line with, and in some respects ahead of, 14

15 the European Union. For additional information concerning our history, you should read Item 7: Major Shareholders and Related Party Transactions Relationship between Telenor and the Kingdom of Norway. Effective January 1, 2003, we introduced a new company structure to realign our core business areas and better distinguish between services aimed at residential customers and services aimed at the business market. The new structure will be reflected in the financial statements from the first quarter Our consolidated financial statements included in this annual report reflect the business structure that was effective as of December 31, For more information on our new company structure, you should read Strategy New Organization. Telenor Mobile We are the leading provider of mobile telecommunications services in Norway, with approximately 2.4 million subscriptions at December 31, Internationally, we have interests in mobile operations in a selected number of countries, with principal investments in five operations: ) a 100% ownership interest in Pannon GSM in Hungary, with approximately 2.45 million subscriptions at December 31, 2002; ) a 61% ownership interest in DiGi.Com in Malaysia, with 1.62 million subscriptions at December 31, 2002; ) a 54.2% ownership interest in Kyivstar in Ukraine, with approximately 1.86 million subscriptions at December 31, 2002; ) a voting interest of 51% in GrameenPhone in Bangladesh, with approximately 0.77 million subscriptions at December 31, 2002; and ) a 53.5% ownership interest in the Sonofon joint venture in Denmark, with 1.1 million subscribers at December 31, In addition, we have participations in seven other mobile operators in Europe and Southeast Asia. The number of subscriptions in our international mobile operations, calculated on the basis of our proportionate ownership interest in each company, was 10.0 million at December 31, 2002 and 4.9 million at December 31, Telenor Networks We are the largest provider of fixed network telecommunications services in Norway, offering a full range of services to residential, business and wholesale customers. As of December 31, 2002, we provided 3.3 million fixed line access channels in the residential and business markets. These included 1.83 million digital, or integrated services digital network (ISDN), access channels provided to approximately 805,000 subscriptions, which represented one of the highest rates of ISDN penetration in the world. ISDN refers to a digital technology that permits more than one stream of information (voice, text, data and image) to be transmitted on a single copper line and which provides higher bandwidths than dial-up modems. In December 2000, we launched asynchronous digital subscriber lines (ADSL) in Norway. ASDL uses existing copper cable networks for services that require a higher capacity in one direction than the other, e.g. video on demand. We provide interconnection and transit services to other carriers and service providers in the wholesale market both in Norway and internationally. Telenor Plus We provide Internet access, content/interactive and broadcasting services to consumers in the Nordic region. We are the leading provider of television services in the Nordic countries through home satellite dish (DTH), cable networks (CATV) and small antenna networks (SMATV) systems. As at December 31, 2002, we had approximately 2.4 million subscribers to our television services. We also operate the national terrestrial broadcast network in Norway and we are the leading provider of satellite broadcasting services in the Nordic region, utilizing three geo-stationary satellites. We are the leading provider of Internet access and 15

16 services to the residential market in Norway with approximately 960,000 subscriptions and registered users as of December 31, Telenor Business Solutions During 2002, our Telenor Business Solutions business area provided a broad range of communications solutions and application management solutions to the business sector in Norway and other selected European countries. We provide both basic and value-added communication services, and managed services to the business market in the countries in which we operate, with data communication, Virtual Private Network (VPN), telephony, advanced network solutions, managed IT-services, messaging and Internet services as our key focus areas. In particular, we have developed broad areas of competence, which include the development and implementation of managed services concepts as well as the integration and combination of communications products, both fixed and mobile, with information technology. We offer consulting services, primarily for technology implementing project management and are also responsible for the marketing, sale and implementation of large and complex outsourcing contracts. In 2002, Telenor Business Solutions consisted of the following business lines: Access, network and communication services; ASP, operating services, software, consulting services; Business Solutions Sweden; Nextra International and CominCom/Combellga. Other Businesses We conduct significant operations related to our core business areas through other businesses. EDB Business Partner, our 51.8%-owned publicly listed subsidiary, is a leading information technology company in Norway. Our wholly-owned subsidiary Satellite Networks offers satellite-based communications networks and services to a wide variety of governmental, intergovernmental and commercial organizations, while our wholly-owned subsidiary Satellite Services is one of the world s leading providers of global mobile communications services, directed at the maritime, the land mobile and the aeronautical markets. Our 46.4%-owned company Bravida offers telecommunication installation, maintenance and operating services. STRATEGY Our primary objective is to create value for our shareholders, customers, employees and joint venture partners, as well as society in general. To achieve this objective, we base our strategy on being dynamic, innovative, and responsible, our core values, and on ideas that simplify, our core vision. We aim to create value through profitable growth, based on developing ideas and implementing solutions that simplify the use, and increase the benefits, of advanced communications technology. Moreover, our strategy to achieve our primary objective has the following focus: ) To maintain and further develop our leading position within telecommunications in Norway with high market shares and a broad range of services in both the residential and business markets. ) To achieve control in selected mobile companies outside Norway in order to benefit from synergies across our international and domestic operations and, as a result, to increase our overall profitability. ) To strengthen our position as a supplier of Information and Communication Technology (ICT) solutions to the business markets in the Nordic region and selected European countries. ) To maintain and further develop our leading position within the Nordic TV distribution market. ) To continue to improve the efficiency of our operations in order to significantly reduce our cost base in 2004 compared to ) To enhance the value of those companies which are not strategic for our main business areas and dispose of all or part of our interest in such companies. 16

17 Our combined portfolio of companies and products will form the basis for our future growth in both the short and long term. In order to achieve this growth objective, our portfolio must include a balanced combination of mature activity in mature markets and new activity in emerging growth areas. We operate in an international market alongside global players. We focus on three geographical areas: Norway and the Nordic region, Central and Eastern Europe, and Southeast Asia. In the existing portfolio, the mature activity consists of fixed and mobile network operations in Norway and broadcasting operations in the Nordic region, while the new activity in emerging growth areas consist of our international mobile operations, Internet and broadband access in Norway, business communications in Scandinavia, as well as TV and content distribution in the Nordic region. We intend to constantly evaluate which businesses it is critical for us to have control of, to consider partnerships for certain other businesses and to develop new businesses. We intend to continue to be a driving force in the development of new services and solutions. We believe new opportunities may arise from the development of new services and established customer relationships. We are developing new services based on our experience from challenging and mature markets. We intend to coordinate product development and operations across our portfolio in order to provide greater competitive power through improved products and lower costs. As a result, we expect to be well-positioned in markets where the range of services on offer is being steadily expanded and where both industry-specific and customer-oriented solutions are required. As a medium-sized telecommunications company in Europe, we have to compete on the basis of expertise, well-designed services, quality and the ability to innovate. We aim: To be the leading provider of communications services in Norway. In Norway, we have a competitive advantage in our customer base and a strong market position in all parts of the value chain consisting of the network and services we offer. The relationship with our customers is crucial to us and we aim to support them through a strong Telenor brand, bundling of services and improved customer interaction. We intend to further develop our leading position within telecommunications in Norway. With high market shares and a broad range of services in both the residential and business markets, we will seek to improve profit performance in the fixed and mobile areas by introducing new services and through a wide range of cost-cutting initiatives. We intend to facilitate and promote the development and introduction of new communication and content services from other suppliers which can supplement our own services, and create a new flow of revenue from the market. For these purposes, we pursue an open value chain strategy, by which we offer wholesale services to other service providers in order to encourage market growth and maximize the traffic carried on our networks. In Norway, our strategic focus is on cost reduction, as well as utilization of new technology to assure low unit costs. A controlled and gradual migration from the current circuit-switched technology platform to packet-switched IP-based platforms is expected to improve cost efficiency and expand our service offerings. Our fixed network is rolled out to cover the customer needs for content services and high bandwidth. The capacity in the transport network is expected to increase as a result of a more efficient utilization of optical technology, while in the access network the customers will have access to broadband services through xdsl. We believe that customer demand will influence the pace of the rollout of these services. To strengthen our position as an international mobile operator. We intend to strengthen our portfolio of international mobile operations by obtaining control over selected mobile companies. Control is essential for us to benefit from cross-borders synergies such as development of new services and implementation of best practices, to improve operational efficiency and to increase our overall profitability. We intend to manage our non-strategic investments as financial investments and to exit from international mobile operations where we cannot obtain control over time. 17

18 To continue to be the leading distributor of TV-services to consumers in the Nordic region. We will continue to develop new opportunities to strengthen our strategic position as a leading distributor of subscription-based television in the Nordic region. We will focus on attracting new subscribers and increasing revenue per user by providing attractive content and new interactive services. To strengthen our position as a provider of business communication services. We intend to better support our business customers with a Nordic presence by building upon our expertise in, and our range of, both fixed and mobile services. We seek to exploit cross-border synergies by coordinating our mobile and fixed Norwegian and Swedish operations. New Organization As of January 1, 2003, we have reorganized our operations to create a more solid organization capable of continuing to develop our Norwegian activities and secure continued growth in the international mobile portfolio. Our new business organization also emphasizes our strategic focus on developing and maintaining strong positions in the businesses in which we operate. Our business areas are now Mobile, Fixed, Broadcast and Other activities. Mobile is our business area for mobile activities in and outside Norway and it includes all consolidated subsidiaries as well as associated companies and joint ventures. Fixed consists of the operations of Networks in the 2002 structure, as well as parts of the operations of Business Solutions, IT-operations and the Internet part of Plus. Broadcast combines Norwegian and Nordic distribution, content and interactive services for TV, and encompasses activities mainly within the companies Canal Digital, Avidi, Satellite Broadcasting, Norkring and Conax. Other activities include EDB Business Partners, parts of Nextra International, software operations from Business Solutions, Telenor Satellite Networks, Telenor Satellite Services, Teleservices, Telenor Eiendom, Telenor Key Partner and Telenor R&D. In order to simplify and strengthen our position in the domestic market, all sales and marketing activities have been combined in a separate market unit called Telenor Norway. Overview TELENOR MOBILE We are the largest mobile telecommunications operator in Norway and a significant international operator. We are the second largest operator in Hungary through our wholly-owned subsidiary Pannon GSM, the third largest GSM operator in Malaysia through our 61%-owned subsidiary DiGi.Com, the largest operator in Ukraine through our 54.2%-owned subsidiary Kyivstar GSM, the largest operator in Bangladesh through our 51% voting interest in GrameenPhone and the second largest operator in Denmark through our 53.5%-owned joint venture Sonofon. In addition, we have participations in seven other mobile operators in Europe and Southeast Asia. In 2002, our mobile communications business area generated external revenues of NOK 20.3 billion, representing 41.7% of our total consolidated revenues. We delivered 53% of our mobile communications revenues in 2002 from our operations in Norway and 47% from our consolidated foreign subsidiaries. 18

19 Our Telenor Mobile business area currently consists of mnorway, our Norwegian mobile operations, and the following principal foreign mobile operations: Telenor Ownership Interest at December 31, 2002 % Consolidated Subsidiaries: Pannon GSM (Hungary) ***************************************************** DiGi.Com (Malaysia)******************************************************** Kyivstar GSM (Ukraine) ***************************************************** GrameenPhone (Bangladesh)************************************************** Telenor Mobile Sverige AS (Sweden) ****************************************** Associated companies and Joint Ventures: TAC (Thailand)************************************************************* Sonofon (Denmark) ********************************************************* VimpelCom (Russia) ******************************************************** Connect Austria (Austria) **************************************************** Cosmote (Greece)*********************************************************** ProMonte GSM (Montenegro)************************************************* We have performed an impairment test of the goodwill of our international mobile operations in accordance with generally accepted accounting principles in the fourth quarter of This resulted in write-downs of goodwill in the listed companies DiGi.Com and TAC of NOK 2.1 billion and NOK 0.9 billion, respectively, as a result of prolonged low publicly quoted share prices. The write-downs were based on the publicly quoted share prices at year end, adjusted to reflect a control premium in the case of DiGi.Com. We also wrote down our investment in Sonofon by NOK 1.0 billion based on a prolonged decline in the values for mobile companies. Additionally, we deemed it appropriate to write down the value of our 20% interest in the Portuguese mobile company OniWay by NOK 0.3 billion to zero at year end. mnorway We are a leading provider of mobile telecommunications services in Norway. We estimate that the penetration rate of mobile phones in Norway rose from 81% to 84% during We offer a broad range of digital services to the Norwegian corporate and consumer market and have extensive experience in supplying mobile services and operating mobile communication networks in Norway. Technology and services GSM (Global System for Mobile Communications) We are the leading provider of digital mobile telephony services in Norway. As of December 31, 2002, we had approximately 2.3 million GSM subscriptions in Norway for digital mobile telephone services, which represents 61% of the total market in Norway. Our digital network covers over 99% of Norway s population. Currently, the only other network operator of digital mobile phone services in Norway is NetCom, which is owned by the telecommunications company TeliaSonera. Our GSM 900 license is valid until In addition to our GSM 900 license, we hold one of three GSM 1800 licenses. This license is valid until Our licenses may be extended and are subject to certain conditions. For a description of these conditions, you should read Regulation Regulatory Issues and Licensing (Norway) Service licenses. We offer a range of mobile service packages designed to appeal to specific customer segments. We offer subscribers nine different tariff plans. These include seven postpaid subscriptions and two prepaid subscriptions. All tariff plans include free access to a variety of value-added services, including voice mail, short messaging services, or SMS, and GPRS. 19

20 GPRS (General Packet Radio Service) General Packet Radio Service, or GPRS, is a key element in the provision of advanced mobile data services such as multimedia messaging services (MMS), wireless application protocol (WAP), machine-to-machine communications and intranet/internet access. We have over 140,000 end users who have connected to and used our GPRS network. We offer simple and secure connection from mobile devices to corporate customers intranet systems. When using GPRS, customers are charged only for the amount of data that they actually download. UMTS (Universal Mobile Telecommunications System) In November 2000, the Norwegian regulatory authorities awarded four licences for the third generation UMTS network to mobile telecommunications operators in Norway. We are one of two remaining license holders. The government intends to auction the two remaining UMTS licenses as soon as possible. As of December 1, 2002, our rolled-out UMTS network could provide geographic coverage to the homes of approximately 1.5 million people with a minimum bit rate of 128 kbit/s, thus complying with the initial minimum coverage requirements under the terms of our UMTS license. However, as of December 31, 2002 there were no UMTS terminals commercially available in Norway. The Norwegian government has recently proposed that UMTS license holders may elect to delay the roll-out schedule for up to an additional 15 months. For additional information on the delay of the roll-out schedule you should read Regulation Regulatory Issues and Licensing (Norway) Service licenses. NMT (Nordic Mobile Telephone) We are the only provider of analog mobile telephony services in Norway through our NMT 450 network. Our NMT 900 network was phased out in March 2001 and our paging system will be terminated in September The vast majority of analog customers have now migrated to digital services, although in some customer segments analog services through our NMT 450 network remain attractive due to NMT 450 s superior coverage in some remote areas. We are licensed to continue providing NMT 450 services until the end of We may decide not to apply for an extension of our license after this date. Value-added services We offer an extensive portfolio of value-added services to our customers, including call waiting, caller identification, call forwarding, itemized invoicing, voice mail, short messaging services (SMS), mobile content services, mcommerce and content provider access (CPA). The use of SMS has continued to grow substantially, with our customers sending 24% more messages in 2002 compared to This service alone represented 14% of our revenues from mobile in Norway in We are now also beginning to see our customers use multimedia messaging, which we launched during the second quarter of We intend to continue developing new advanced value-added services to add to our portfolio. However, since we anticipate the bulk of our revenues to continue to come from core voice services, we have chosen to focus our efforts on renewing our tariff plans, improving existing services and developing new voice services to meet the everyday needs of customers in all segments. One example of our success in core voice services is ProffNett, launched in 2001, as well as an extension of the product (ProffNett Total) launched in These services provide corporate GSM subscribers with functions previously associated only with the company s fixed network, including internal extension numbers, call transfer and callback. mcommerce We provide two types of mcommerce services, with different payment mechanisms. First there is the widely used system of charging for low value digital content (information and entertainment) via the mobile 20

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